Groman Kevin 4

Accession 0001181431-12-026775

CIK 0001389305other

View on SEC.gov Company Profile

Filed

Apr 30, 8:00 PM ET

Accepted

May 1, 5:15 PM ET

Size

29.3 KB

Accession

0001181431-12-026775

Insider Transaction Report

Form 4

Period: 2012-04-30

RSC Holdings Inc.RRR

Groman Kevin

SVP, General Counsel

Transactions

Disposition to Issuer
Common Stock
2012-04-30−11,700→ 0 total
Disposition to Issuer
Employee Stock Options
2012-04-30−1,094→ 0 total
Exercise: $6.52From: 2012-04-30Exp: 2016-12-04→ Common Stock (1,094 underlying)
Disposition to Issuer
Employee Stock Options
2012-04-30−13,800→ 0 total
Exercise: $12.00From: 2014-04-20Exp: 2020-04-20→ Common Stock (13,800 underlying)
Disposition to Issuer
Common Stock
2012-04-30−20,800→ 0 total
Disposition to Issuer
Employee Stock Options
2012-04-30−8,100→ 0 total
Exercise: $16.00From: 2015-04-20Exp: 2021-04-20→ Common Stock (8,100 underlying)
Disposition to Issuer
Employee Stock Options
2012-04-30−9,400→ 0 total
Exercise: $18.00From: 2015-04-20Exp: 2021-04-20→ Common Stock (9,400 underlying)
Disposition to Issuer
Common Stock
2012-04-30−18,000→ 0 total
Disposition to Issuer
Common Stock
2012-04-30−13,200→ 0 total
Disposition to Issuer
Employee Stock Options
2012-04-30−13,800→ 0 total
Exercise: $10.00From: 2014-04-20Exp: 2020-04-20→ Common Stock (13,800 underlying)
Disposition to Issuer
Common Stock
2012-04-30−18,500→ 0 total
Disposition to Issuer
Employee Stock Options
2012-04-30−8,700→ 0 total
Exercise: $17.00From: 2015-04-20Exp: 2021-04-20→ Common Stock (8,700 underlying)
Disposition to Issuer
Employee Stock Options
2012-04-30−13,800→ 0 total
Exercise: $14.00From: 2014-04-20Exp: 2020-04-20→ Common Stock (13,800 underlying)

Footnotes (17)

[F1]This represents an award of performance based restricted stock units, a contingent right to receive the specified number of shares of Issuer's common stock upon vesting. A total of 31,200 performance based restricted stock units were granted subject to a combination of time and performance vesting based on continued service through the 15th day following the last day of the Performance Period which is December 31, 2012. As a result of the merger between United Rentals, Inc. ("URI") and Issuer, 20,800 of such restricted stock units were deemed "earned" and the balance was forfeited. The original service vesting schedule shall continue to apply to earned restricted stock units, subject to "double-trigger" accelerated vesting if the reporting person is either involuntarily terminated or constructively terminated following the merger.
[F10]The original vesting schedule continues to apply to the option subject to "double-trigger" accelerated vesting if the reporting person is either involuntary terminated or constructively terminated following the merger.
[F11]This option was assumed by URI in the merger and replaced with an option to purchase 564 shares of URI common stock for $12.64 per share.
[F12]This option was assumed by URI in the merger and replaced with an option to purchase 7,122 shares of URI common stock for $19.38 per share.
[F13]This option was assumed by URI in the merger and replaced with an option to purchase 7,122 shares of URI common stock for $23.26 per share.
[F14]This option was assumed by URI in the merger and replaced with an option to purchase 7,122 shares of URI common stock for $27.13 per share.
[F15]This option was assumed by URI in the merger and replaced with an option to purchase 4,180 shares of URI common stock for $31.01 per share.
[F16]This option was assumed by URI in the merger and replaced with an option to purchase 4,490 shares of URI common stock for $32.94 per share.
[F17]This option was assumed by URI in the merger and replaced with an option to purchase 4,851 shares of URI common stock for $34.88 per share.
[F2]This represents an award of time based restricted stock units, a contingent right to receive the specified number of shares of Issuer's common stock upon vesting. The original service vesting schedule shall continue to apply to these restricted stock units, subject to "double-trigger" accelerated vesting if the reporting person is either involuntarily terminated or constructively terminated following the merger.
[F3]This represents an award of performance based restricted stock units, a contingent right to receive the specified number of shares of Issuer's common stock upon vesting. A total of 19,800 performance based restricted stock units were granted subject to a combination of time and performance vesting based on continued service through the 15th day following the last day of the Performance Period which is December 31, 2013. As a result of the merger, 13,200 of such restricted stock units were deemed "earned" and the balance was forfeited. The original service vesting schedule shall continue to apply to earned restricted stock units, subject to "double-trigger" accelerated vesting if the reporting person is either involuntarily terminated or constructively terminated following the merger.
[F4]The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 10,734 shares of URI common stock.
[F5]The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 9,547 shares of URI common stock.
[F6]The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 6,812 shares of URI common stock.
[F7]The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 6,038 shares of URI common stock.
[F8]Disposed of pursuant to the merger agreement between Issuer and URI. In the merger, each share of Issuer's common stock was exchanged for $10.80 plus 0.2783 shares of URI common stock having a market value of $46.68 per share on the effective date of the merger.
[F9]The vesting of the option was accelerated as of the closing of the merger.

Documents

1 file

4
rrd343338.xmlPrimary
FORM 4

Issuer

RSC Holdings Inc.

CIK 0001389305

→

Entity typeother

Related Parties

filerCIK 0001400227

Filing Metadata

Form type: 4
Filed: Apr 30, 8:00 PM ET
Accepted: May 1, 5:15 PM ET
Size: 29.3 KB

View on SEC.gov